DGO.L Regulatory News (DGO)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

Dublin & London, 31 July 2015

For immediate release

Emirates National Oil Company Ltd. (ENOC) L.L.C. ("ENOC")

Recommended cash offer for the shares in Dragon Oil plc ("Dragon Oil") not already owned by ENOC

Level of acceptances and extension of the Offer

· Valid acceptances of approximately 14.5 per cent of the issued share capital, representing approximately 30.8 per cent of the voting rights held by the Independent Shareholders on the date of the 2.5 announcement

· Further Intended Acceptances of approximately 2.3 per cent of the issued share capital

· Offer extended to 28 August 2015

On 1 July 2015, the Board of ENOC and the Independent Committee of the Board of Dragon Oil announced that the document containing (among other things) the full terms of, and conditions to, the Offer and the procedures for acceptance (the "Offer Document") was being posted by ENOC to Dragon Oil Shareholders on that day together with the Form of Acceptance. Capitalised terms used but not otherwise defined in this announcement have the meanings set out in the Offer Document.

The Offer Document stated the cash price of 750 pence per Dragon Oil Share offered by ENOC pursuant to the Offer (the "Offer Price").

The Board of ENOC are pleased to confirm that they have now received valid acceptances and interests in Dragon Oil Shares as set out below.

Level of Acceptances and Interests in Dragon Oil Shares

As at 16 March 2015 (the day before the commencement of the Offer Period), ENOC confirms that it held 265,263,515 Dragon Oil Shares, representing approximately 53.9 per cent of the issued share capital of Dragon Oil at that date.

As at 3.00 p.m. (Dublin time) on 30 July 2015 (being the Initial Closing Date), ENOC had received acceptances valid in all respects relating to 71,369,895 Dragon Oil Shares, representing (i) approximately 14.5 per cent of the current issued share capital of Dragon Oil and (ii) approximately 30.8 per cent of the voting rights held by the Independent Shareholders on the date of the 2.5 announcement, which ENOC may count towards the satisfaction of the acceptance condition to the Offer.

So far as ENOC is aware, none of the acceptances detailed above have been received from persons acting in concert with ENOC.

In addition, as at 3.00 p.m. (Dublin time) on 30 July 2015 (being the Initial Closing Date), no persons acting in concert with ENOC had an interest in, a right to subscribe in or a short position in certain Dragon Oil relevant securities.

Accordingly, as at 3.00 p.m. (Dublin time) on 30 July 2015 (being the Initial Closing Date), ENOC and persons acting in concert with ENOC either owned or had received acceptances of the Offer in respect of a total of 336,633,410 Dragon Oil Shares, representing in aggregate approximately 68.2 per cent of the issued share capital of Dragon Oil.

In addition, as at 3.00 p.m. (Dublin time) on 30 July 2015:

- ENOC had received completed Forms of Acceptance in respect of 1,175,483 Dragon Oil Shares, representing approximately 0.2 per cent of the current issued share capital of Dragon Oil, that were not accompanied by the required share certificates and/or documents of title; and

- TTE Instructions had been made in respect of 10,271,897 Dragon Oil Shares, representing approximately 2.1 per cent of the current issued share capital of Dragon Oil, in respect of which a signed corresponding Form of Acceptance has not been received;

(together, the "Intended Acceptances").

Once the outstanding documentation in relation to the Intended Acceptances is received by ENOC, the Dragon Oil Shares to which the Intended Acceptances relate will be counted towards the satisfaction of the acceptance condition to the Offer.

All Dragon Oil Shareholders are reminded that, whether they hold their Dragon Oil Shares in certificated form (i.e. not in CREST) or in uncertificated form (i.e. CREST), they must return a completed Form of Acceptance to Capita Asset Services, Shareholder solutions, P.O. Box 7117, Dublin 2, Ireland in order to validly accept the Offer. Further instructions are contained in paragraph 10 of Part II of the Offer Document.

The percentages of Dragon Oil Shares referred to in this announcement are based upon a figure of 493,511,305 Dragon Oil Shares in issue on 30 July 2015 or, where a percentage relates to Independent Shareholders, a figure of 491,885,605 Dragon Oil Shares in issue on the date of the 2.5 announcement, of which 226,622,090 were held by the Independent Shareholders.

Save as set out above, on 30 July 2015 (being the Initial Closing Date), neither ENOC nor any person acting in concert with ENOC has any right to subscribe for any relevant securities of Dragon Oil nor does any person have any such short position (whether conditional or absolute and whether in money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of Dragon Oil. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require any other person to purchase or take delivery of any relevant securities of Dragon Oil and any borrowing or lending of any relevant securities of Dragon Oil which have not been on-lent or sold.

Extension of Offer

ENOC further announces that the Offer, which remains subject to the terms and conditions set out or referred to in the Offer Document, is being extended and will remain open for acceptance until 3.00 p.m. (Dublin time) on 28 August 2015.

ENOC encourages all other Dragon Oil Shareholders who have not yet accepted the Offer to do so as soon as possible and by no later than 3:00 p.m. (Dublin time) on 28 August 2015.

To Accept the Offer

To accept the Offer, whether or not your Dragon Oil Shares are held in certificated form or uncertificated form (i.e. CREST), you must complete and return the Form of Acceptance (that accompanied the Offer Document) in hard copy form in accordance with the instructions contained in paragraph 10 (Procedure for Acceptance of the Offer) of Part II of the Offer Document and the instructions printed on the Form of Acceptance.

Return the completed Form of Acceptance using the envelope (that accompanied the Offer Document) to Capita Asset Services, Shareholder solutions, P.O. Box 7117, Dublin 2, Ireland or by hand (during normal business hours only) to Capita Asset Services, Shareholder solutions, 2 Grand Canal Square, Dublin 2, Ireland as soon as possible by post or by hand, but in any event so as to arrive by no later than 3:00 p.m. (Dublin time) on 28 August 2015.

In addition, if you hold your Dragon Oil Shares in uncertificated form (i.e. in CREST) you should take the further action set out in paragraph 10 (Procedure for Acceptance of the Offer) of Part II of the Offer Document to transfer your Dragon Oil Shares to an escrow balance.

In all cases your acceptance must be received by no later than 3:00 p.m. (Dublin time) on 28 August 2015.

If you have any questions concerning the Offer or the acceptance process contact Capita Asset Services, Shareholder solutions helpline on telephone number 01 5530050 (or +353 1 5530050, if telephoning from outside Ireland).

For legal reasons, the helpline listed above will only be available to assist you with information contained in the Offer document and no advice on the merits of the Offer or any financial, legal or tax advice will be provided. Calls may be monitored for quality control purposes.

Further announcements will be made as appropriate.

Enquiries:

Legal Information

The release, publication or distribution of this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other announcements relating to the Offer are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such announcements (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Offer disclaim any responsibility or liability for the violations of any such restrictions by any person.

The directors of Dragon Oil accept responsibility for the information contained in this announcement relating to Dragon Oil, the Dragon Oil Group, the directors of Dragon Oil and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Dragon Oil (who have taken all reasonable care to ensure such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The members of the Independent Committee accept responsibility for the information in relation to the Offer contained in this announcement. To the best of the knowledge and belief of the members of the Independent Committee (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Directors of ENOC accept responsibility for the information contained in this announcement other than that relating to Dragon Oil, the Dragon Oil Group, the directors of Dragon Oil and members of their immediate families, related trusts and persons connected with them and the information which is the responsibility of the Independent Committee contained herein. To the best of the knowledge and belief of the Directors of ENOC (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Changes were made to the composition of the ENOC Board by way of a shareholders' resolution on 12 July 2015. As a result, the continuing members of the ENOC Board are: H.H. Sheikh Hamdan bin Rashid Al Maktoum (Chairman), Mr. Mirza Al Sayegh, Mr. Ahmad Sharaf and Dr. Abdul Rahman Al Awar, and the new members of the ENOC Board are H.E. Saeed Mohammed Ahmed Al Tayer, H.E Abdulrahman Al Saleh and Mr. Ahmad Butti Al Muhairbi. As noted in Dragon Oil's announcement on 22 July 2015, Mr Ahmad Al Muhairbi is a director of Dragon Oil but has recused himself from any discussions and decision-making with respect to the Offer.

Barclays, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for ENOC and for no-one else in connection with the matters set out in this announcement and will not be responsible to anyone other than ENOC for providing the protections afforded to clients of Barclays nor for providing advice in connection with the matters set out in this announcement.

BofA Merrill Lynch, a subsidiary of Bank of America Corporation, is acting exclusively for ENOC and for no one else in connection with the Offer and will not be responsible to anyone other than ENOC for providing the protections afforded to its clients or for providing advice in relation to the Offer.

Nomura, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and Prudential Regulation Authority, is acting exclusively for the Independent Committee and no one else in connection with this announcement and will not be responsible to anyone other than the Independent Committee for providing the protections afforded to clients of Nomura nor for providing advice in connection with this announcement or any matter referred to herein.

Davy, which is authorised and regulated by the Central Bank of Ireland, is acting exclusively for the Independent Committee and no one else in connection with this announcement and will not be responsible to anyone other than the Independent Committee for providing the protections afforded to clients of Davy nor for providing advice in connection with this announcement or any matter referred to herein

A copy of this announcement will be available at www.dragonoiloffer.com. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, 'interested' (directly or indirectly) in 1 per cent. or more of any class of 'relevant securities' of Dragon Oil, all 'dealings' in any 'relevant securities' of Dragon Oil (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by not later than 3:30 pm (Irish time) on the 'business day' following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes effective or on which the 'offer period' otherwise ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an 'interest' in 'relevant securities' of Dragon Oil, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.

Under the provisions of Rule 8.1 of the Irish Takeover Rules, all 'dealings' in 'relevant securities' of Dragon Oil by ENOC, or by any party 'acting in concert' with either of them, must also be disclosed by no later than 12 noon (Irish time) on the 'business day' following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, can be found on the Panel's website at www.irishtakeoverpanel.ie.

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Irish Takeover Rules, which can be found on the Panel's website. If you are in any doubt as to whether you are required to disclose a dealing under Rule 8, please consult the Panel's website at www.irishtakeoverpanel.ie or contact the Panel on telephone number +353 1 678 9020 or fax number +353 1 678 9289.